UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~October 23~~November 6, 2025

MidCap Financial Investment Corporation

(Exact name of Registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Maryland	814-00646	52-2439556
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
9 West 57th StreetNew York, New York		10019
(Address of Principal Executive Offices)		(Zip Code)

515-3450

9 West 57th Street

New York, New York

10019

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code): (212) 515-3450

None

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

see

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol~~TradingSymbol(s)	Name of each ~~exchange~~exchangeon on which registered
Common Stock, $0.001 par value	MFIC	NASDAQ Global Select Market
8.00% Notes due 2028	MFICL	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

(§240.12b-2

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 12.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~October~~November 236, 2025 ~~(the “Closing Date”)~~, MidCap Financial Investment Corporation (the “Company”) ~~completed~~issued a ~~$492,000,000~~press ~~term~~release ~~debt~~announcing ~~securitization~~its ~~(the~~financial ~~“2025~~results ~~Debt~~for ~~Securitization”) to redeem all of~~ the ~~outstanding~~quarter ~~secured~~ended ~~notes (the “Existing Secured Notes”) issued by MFIC Bethesda CLO 1 LLC (the “CLO Issuer”) pursuant to that certain original indenture (“Original Indenture”), dated as of November~~September 230, 2023 (the “Original Closing Date”), by and between the CLO Issuer and Deutsche Bank National Trust Company, as trustee (the “Trustee”), with the proceeds from the private placement of new Secured Notes offered by the CLO Issuer in the 2025 ~~Debt Securitization~~. ~~Term~~A ~~debt~~copy ~~securitizations are also known as a collateralized loan obligation and are a form~~ of ~~secured financing incurred by a subsidiary of~~ the ~~Company,~~press ~~which~~release is ~~consolidated~~furnished byherewith ~~the~~as ~~Company~~Exhibit ~~and subject to the Company’s overall asset coverage requirements~~99.1.

OnThe ~~the~~information ~~Closing~~disclosed ~~Date~~under ~~and~~this inItem ~~connection~~2.02, ~~with~~including ~~the~~Exhibit ~~2025~~99.1 ~~Debt Securitization~~hereto, ~~the~~is ~~CLO~~being ~~Issuer,~~“furnished” anand ~~indirect,~~is ~~wholly-owned,~~not ~~consolidated~~deemed ~~subsidiary~~“filed” ofby the Company, ~~entered~~for ~~into~~purposes aof ~~Refinancing~~Section 18 ~~Placement~~of ~~Agreement (~~the ~~“CLO~~Securities ~~Refinancing~~Exchange ~~Placement~~Act ~~Agreement”)~~of ~~with SMBC Nikko Securities America~~1934, ~~Inc.,~~ as aamended ~~placement agent~~ (the “~~SMBC~~Exchange Act”) ~~and Apollo Global Securities~~, ~~LLC,~~or asotherwise asubject ~~placement agent, pursuant~~ to ~~which~~the ~~SMBC~~liabilities ~~agreed~~of tothat ~~place~~section, ~~certain~~nor ~~notes~~is toit bedeemed ~~issued~~incorporated by ~~the~~reference ~~CLO~~into ~~Issuer~~any asfiling ~~part~~under of the ~~2025~~Securities ~~Debt~~Act ~~Securitization~~of ~~pursuant~~1933, toas aamended ~~first supplemental indenture~~ (the “~~Supplemental~~Securities ~~Indenture~~Act”), ~~dated~~or ~~as of~~ the ~~Closing~~Exchange ~~Date~~Act, byexcept ~~and~~as ~~between~~shall ~~the~~be ~~CLO~~expressly ~~Issuer~~set ~~and~~forth ~~the Trustee (the Original Indenture, as amended~~ by ~~the~~specific ~~Supplemental~~reference ~~Indenture,~~in ~~the~~such ~~“CLO Indenture”)~~filing.

Class A-1-R

“Class A-1

Class A-2-R

“Class A-2

Class B-R

Class C-R

BBB-(sf)

Class D-R

Class A-1

Class A-2

The 2025 Debt Securitization is backed by a diversified portfolio of broadly syndicated and middle-market commercial loans. The Notes are scheduled to mature on October 23, 2037; however, the Notes may be redeemed by the CLO Issuer, at the direction of MFIC Bethesda CLO 1 Depositor LLC (“CLO Retention Holder”), a wholly-owned, consolidated subsidiary of the Company, as owner of a majority of the Subordinated Notes, on any business day after October 23, 2027. The CLO Retention Holder acts as retention holder in connection with the 2025 Debt Securitization for the purposes of satisfying certain U.S. regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Subordinated Notes. The Company, through the CLO Retention Holder, has retained 100% of the Class D Notes issued in the 2025 Debt Securitization and has retained 100% of the Subordinated Notes issued on the Original Closing Date.

Class A-1

Class A-2

The Secured Notes are the secured obligation of the CLO Issuer, the Subordinated Notes are the unsecured obligation of the CLO Issuer, and the CLO Indenture governing the Notes include customary covenants and events of default. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities or “blue sky” laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

The Company continues to serve as collateral manager to the CLO Issuer under a collateral management agreement entered into on the Original Closing Date (the “Collateral Management Agreement”). Pursuant to the Collateral Management Agreement, so long as the Company is the collateral manager, the collateral management fee will equal 0.0% per annum of the fee basis amount.

8-K

Agreement

8-K

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

8-K

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
ExhibitNumber		Exhibit
10.1		Refinancing Placement Agreement, dated as of October 23, 2025, by and among MFIC Bethesda CLO 1 LLC, as issuer, SMBC Nikko Securities America, Inc., as a placement agent and Apollo Global Securities LLC, as a placement agent.
99.1		Press Release of MidCap Financial Investment Corporation, dated November 6, 2025.
10.2		Indenture, dated as of November 2, 2023, by and between MFIC Bethesda CLO 1 LLC, as issuer and Deutsche Bank National Trust Company, as trustee (incorporated by reference to Exhibit 10.2 filed with the Company’s Current Report on Form 8-K (File No. 814-00646) on November 3, 2023).
104		Cover page interactive Data File (embedded within inline XBRL Document)
10.3		First Supplemental Indenture, dated as of October 23, 2025, by and between MFIC Bethesda CLO 1 LLC, as issuer, and Deutsche Bank National Trust Company, as trustee.
10.4		Collateral Management Agreement, dated as of November 2, 2023, by and between MFIC Bethesda CLO 1 LLC, as issuer, and MidCap Financial Investment Corporation, as collateral manager (incorporated by reference to Exhibit 10.3 filed with the Company’s Current Report on Form 8-K (File No. 814-00646) on November 3, 2023).
104		Cover page interactive data file (formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the ~~registrant~~Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		MIDCAP FINANCIAL INVESTMENT CORPORATION
Date: October 28, 2025	By:	/s/ Kristin Hester
		Name:	Kristin Hester
		Title:	Chief Legal Officer and Secretary


MIDCAP FINANCIAL INVESTMENT CORPORATION

By:		/s/ Kristin M. Hester
Name:		Kristin M. Hester
Title:		Chief Legal Officer and Secretary

Date: November 6, 2025

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